Exhibit 2.9
                                                                     -----------
B545305.1
                       IN THE UNITED STATES DISTRICT COURT
                      FOR THE SOUTHERN DISTRICT OF FLORIDA

                           Case No. 98-8030-CIV-HURLEY




LEONARD ROSENBLUM, J/B INVESTMENT PARTNERS, SMALL and REBECCA BARMACK, PARTNERS,
BARBARA HALL, HENRY R. GRAHAM, ANNE R. GRAHAM, MARGO CORTELL, PATRICK M. RHODES,
BERNICE  M.  HUELS, GARRETT N. VOIGHT, CLAIRE E. FULCHER, MARCELLA LEVY, RICHARD
HODGSON,  CITY  PARTNERSHIPS,  HELMAN  PARSONS  AND  CLEVA PARSONS, on behalf of
themselves  and  all others similarly situated and derivatively on behalf of the
Nominal  Defendants,

     Plaintiffs,

v.

EQUIS  FINANCIAL GROUP LIMITED PARTNERSHIP, a Massachusetts Limited Partnership,
EQUIS  CORPORATION,  a  Massachusetts  Corporation,  GDE  ACQUISITION  LIMITED
PARTNERSHIP,  a  Massachusetts  Limited Partnership, AFG LEASING INCORPORATED, a
Massachusetts  Corporation,  AFG  LEASING  IV  INCORPORATED,  a  Massachusetts
Corporation,  AFG  LEASING  VI  INCORPORATED,  a  Massachusetts Corporation, AFG
AIRCRAFT  MANAGEMENT  CORPORATION,  a  Massachusetts  Corporation,  AFG  ASIT
CORPORATION, a Massachusetts Corporation, AF/AIP PROGRAMS LIMITED PARTNERSHIP, a
Massachusetts  Limited  Partnership,  GARY  D.  ENGLE and GEOFFREY A. MACDONALD,

     Defendants,

AIRFUND  I  INTERNATIONAL  LIMITED  PARTNERSHIP,  a  Massachusetts  Limited
Partnership,  AIRFUND  II  INTERNATIONAL  LIMITED  PARTNERSHIP,  a Massachusetts
Limited  Partnership,  AMERICAN  INCOME  4  LIMITED PARTNERSHIP, a Massachusetts
Limited  Partnership,  AMERICAN  INCOME  5  LIMITED PARTNERSHIP, a Massachusetts
Limited  Partnership,  AMERICAN  INCOME  6  LIMITED PARTNERSHIP, a Massachusetts
Limited  Partnership,  AMERICAN  INCOME  7  LIMITED PARTNERSHIP, a Massachusetts
Limited  Partnership,  AMERICAN  INCOME  8  LIMITED PARTNERSHIP, a Massachusetts
Limited  Partnership,  AMERICAN  INCOME  PARTNERS  III-A  LIMITED PARTNERSHIP, a
Massachusetts  Limited  Partnership,  AMERICAN  INCOME  PARTNERS  III-B  LIMITED
PARTNERSHIP, a Massachusetts Limited Partnership, AMERICAN INCOME PARTNERS III-C
LIMITED  PARTNERSHIP,  a  Massachusetts  Limited  Partnership,  AMERICAN  INCOME
PARTNERS  III-D  LIMITED  PARTNERSHIP,  a  Massachusetts  Limited  Partnership,
AMERICAN  INCOME  PARTNERS  IV-A  LIMITED  PARTNERSHIP,  a Massachusetts Limited
Partnership,  AMERICAN INCOME PARTNERS IV-B LIMITED PARTNERSHIP, a Massachusetts
Limited  Partnership,  AMERICAN  INCOME  PARTNERS  IV-C  LIMITED  PARTNERSHIP, a
Massachusetts  Limited  Partnership,  AMERICAN  INCOME  PARTNERS  IV-D  LIMITED
PARTNERSHIP,  a  Massachusetts Limited Partnership, AMERICAN INCOME PARTNERS V-A
LIMITED  PARTNERSHIP,  a  Massachusetts  Limited  Partnership,  AMERICAN  INCOME
PARTNERS  V-B LIMITED PARTNERSHIP, a Massachusetts Limited Partnership, AMERICAN
INCOME  PARTNERS  V-C  LIMITED PARTNERSHIP, a Massachusetts Limited Partnership,
AMERICAN  INCOME  PARTNERS  V-D  LIMITED  PARTNERSHIP,  a  Massachusetts Limited
Partnership,  AMERICAN  INCOME  FUND  I-B,  a Massachusetts Limited Partnership,
AMERICAN  INCOME  FUND I-C, a Massachusetts Limited Partnership, AMERICAN INCOME
FUND  I-D,  a  Massachusetts  Limited  Partnership,  AMERICAN INCOME FUND I-E, a
Massachusetts  Limited  Partnership, AFG INVESTMENT TRUST A, a Delaware business
trust,  AFG  INVESTMENT TRUST B, a Delaware business trust, AFG INVESTMENT TRUST
C,  a  Delaware  business trust, and AFG INVESTMENT TRUST D, a Delaware business
trust,

     Nominal  Defendants.


<PAGE>

                      JOINT MOTION FOR PRELIMINARY APPROVAL
                      OF REVISED STIPULATION OF SETTLEMENT
                            AND REQUEST FOR A HEARING
                            -------------------------

     Plaintiffs and Defendants jointly move this Court, pursuant to Fed. R. Civ.
P. 23(e), for an order preliminarily approving the proposed settlement set forth
in  the  Revised Stipulation of Settlement dated January 29, 2002, conditionally
certifying  the  settlement  class  and  providing  for  notice  of, and a final
fairness  hearing  on,  the  proposed  settlement.

     As  grounds  for  its  Motion,  Plaintiffs and Defendants state as follows:

     1.     On  January 15, 1998, the Plaintiffs commenced this action by filing
a  Derivative  and Class Action Complaint (the "Complaint").  The Plaintiffs are
owners  of  Units and/or Interests in one or more of the twenty-eight investment
programs managed and controlled by affiliates of defendant Equis Financial Group
Limited  Partnership,  as  successor-in-interest  to  American  Finance  Group
("Equis").  The  Plaintiffs asserted claims derivatively on behalf of all of the
investment  programs  named  as  Nominal Defendants in the Action -- twenty-four
(24)  limited  partnerships  and  four  (4) investment trusts -- and directly on
behalf  of  a  proposed  class  of  persons  who owned Units or Interests of the
Nominal  Defendants.

2.     On  August  20,  1998,  the Court preliminarily approved a Stipulation of
Settlement  and  conditionally  certified a Settlement Class consisting of three
sub-classes.  The  three  sub-classes  include: (a) the "RSL Sub-Class"; (b) the
"Operating Partnership Sub-Class"; and (c) the "Trust Sub-Class."  After a final
fairness  hearing, the Court entered a final order and judgment on May 26, 1999,
approving  the  settlement  with  respect  to the RSL and Trust Sub-Classes, and
those  settlement  proceeds  have  been  distributed  to  the  Class  Members.

Therefore,  the  remaining  allegations  of  the  Complaint relate solely to the
eleven  (11)  operating  partnerships  (the  "Operating  Partnerships").

     3.     The  original  Settlement  terms  included,  among  other  things, a
proposed  transaction  whereby the eleven Operating Partnerships' Units would be
exchanged  for  the  common  stock  of  a  new  publicly-traded corporation (the
"Exchange  Transaction")  that  would  be  formed  to  acquire  the  Operating
Partnerships'  assets  and  to  engage  in  financial  services  ("Newco").  In
accordance  with  the  original  Settlement,  the  Defendants prepared a consent
solicitation  statement  to obtain approval of the proposed Exchange Transaction
and  filed the statement for review by the United States Securities and Exchange
Commission  ("SEC").

     4.     After  encountering  numerous  delays in the SEC review process, the
parties  entered  into an Amended Stipulation of Settlement dated March 15, 1999
(the  "Amended  Stipulation"), and requested the Court's permission to allow the
Operating  Partnerships  to  reinvest a certain portion of the money (40% of the
total  aggregate  net  asset  value  of the Partnerships) they received from the
leases  and sales of equipment ("New Investments").  As the parties informed the
Court, they believed that the inability to reinvest cash during the SEC's review
process  would  likely  cause  the  Operating  Partnerships  to  lose  business
opportunities  that  could be available to the new public company.  Accordingly,
the  Court's  March  22, 1999 Order also permitted the Operating Partnerships to
make  certain  New  Investments  on two conditions.  First, in the event that an
Operating  Partnership  acquired  New  Investments  and  was  not a party to the
exchange,  Newco  would  acquire  all  such  New  Investments  from  such
Non-Participating  Partnership  for  an  amount  equal  to the Non-Participating
Partnership's  net  equity investment in such New Investments plus an annualized
return  thereon  of  7.5%.  Second, in the event that a Partnership acquired New
Investments  and  the  exchange  was  not consummated, the General Partners were
required  to (i) use their best efforts to divest all such New Investments in an
orderly  and  timely  fashion, and (ii) cancel or return to each Partnership any
accumulated  or  deferred  fees  on  New  Investments.

5.     Thereafter,  the  SEC  review  extended over many months with the parties
unable  to  resolve certain issues to the staff's satisfaction.   The Defendants
determined  that  the  additional  expense  and  time necessary to resolve those
issues  and  complete the Exchange Transaction would be excessive.  Accordingly,
the  Defendants  and  Class  Counsel  have  negotiated  a Revised Stipulation of
Settlement  ("Revised  Stipulation")  which,  among  other  things, requires the
Defendants to pursue the sale of all remaining assets and the liquidation of the
Operating  Partnerships and eliminates the proposed Exchange Transaction and the
need  to  disseminate  a  consent solicitation statement (the "Settlement").  As
described  more  fully  in  the  Revised  Stipulation,  the  proposed Settlement
consists  principally  of  three  parts:  (i)  a  minimum  $15  million  cash
distribution  to  the  Settlement Class members; (ii) an orderly liquidation and
sale  of the remaining assets and dissolution of the Operating Partnerships; and
(iii)  the  Defendants' purchase of the Echelon Notes for a price equal to their
aggregate  outstanding $32 million principal amount plus an annualized return of
7.5%  simple  interest.

6.     The parties request that the Court set a hearing date for the preliminary
approval  of  the  proposed  Settlement  at  the  Court's  earliest  possible
convenience,  and  thereafter  set  a hearing date for the final approval of the
proposed  Settlement.

     7.     An  unopposed  order  for  preliminary  approval  of the Settlement,
conditionally certifying the settlement class and providing for notice of, and a
final  fairness  hearing  on, the proposed Settlement, is attached as Exhibit 1.

     WHEREFORE,  the  parties  request  that  the  Court  enter  an  order:

1.     Set  a  hearing  date  for  the  preliminary  approval  of  the  proposed
Settlement  at  the  Court's  earliest  possible  convenience;

2.     Preliminarily approving the proposed Settlement, conditionally certifying
settlement  class  and  providing  for  notice  of, and hearing on, the proposed
Settlement;  and

3.     Grant  such  other  further  relief  the  Court  deems  just  and proper.
Respectfully  submitted,

this  __  day  of  February  2002,
ATTORNEYS  FOR  DEFENDANTS:


RICHMAN  GREER  WEIL  BRUMBAUGH
MIRABITO  &  CHRISTENSEN,  P.A.
Gerald  F.  Richman,  Esq.
250  Australian  Ave.  South  -  Suite  1504
West  Palm  Beach,  Florida   33401
Tel.  (561)  803-3500

and

NIXON  PEABODY  LLP
Deborah  L.  Thaxter,  P.C.
Gregory  P.  Deschenes
101  Federal  Street
Boston,  MA  02110-1832
Tel.  (617)  345-1000



ATTORNEYS  FOR  PLAINTIFFS:



LERNER  &  PEARCE,  P.A.
Allan  M.  Lerner
2888  East  Oakland  Park  Boulevard
Ft.  Lauderdale,  FL  33306
(954)  563-8111

_________________________________
WECHSLER  HARWOOD  HALEBIAN  &  FEFFER  LLP
Andrew  D.  Friedman
488  Madison  Avenue,  8th  Floor
New  York,  NY  10022
(212)  935-7400

LAW  OFFICES  OF  VINCENT  T.  GRESHAM
Vincent  T.  Gresham
6065  Roswell  Road,  Ste.  1445
Atlanta,  GA  30328
(770)  552-5270

GILMAN  AND  PASTOR
Peter  A.  Lagorio
One  Boston  Place
Boston,  MA  02108-4400
(617)  589-3750

BENJAMIN  S.  SCHWARTZ,  CHARTERED
Benjamin  S.  Schwartz
4600  Olympic  Way
Evergreen,  CO   80439
(303)  670-5941

LAW  OFFICES  OF  LIONEL  Z.  GLANCY
Lionel  Z.  Glancy
1801  Avenue  of  the  Stars,  Suite  306
Los  Angeles,  CA   90067
(310)  201-9150

LAW  OFFICES  OF  JAMES  V.  BASHIAN
500  Fifth  Avenue,  Ste.  2700
New  York,  NY  10110
(212)  921-4100

THOMAS  A.  HOADLEY,  PA
310  Australian  Avenue
Palm  Beach,  FL  33480
(561)  792-9006

GOODKIND,  LABATAN,  RUDOFF  &  SUCHAROW,  LLP
Lynda  J.  Grant
Robert  N.  Cappucci
100  Park  Avenue
New  York,  NY  10017
(212)  907-0700

LASKY  &  RIFKIND,  LTD.
Leigh  Lasky
30  North  LaSalle  Street,  Ste.  2140
Chicago,  IL  60602
(312)  759-7670

HAROLD  B.  OBSTFELD,  P.C.
Harold  B.  Obstfeld
260  Madison  Avenue
New  York,  NY  10116
(212)  696-1212

     Dated:  February  __,  2002



The  Partnership  Agreements  prohibited  the  reinvestment  of  cash except in
limited  circumstances.

In  a letter dated May 10, 2001 sent to this Court, the SEC staff asserted that
certain of the Operating Partnerships were "investment companies," as defined in
Section  3(a)(1)(c) of the Investment Company Act of 1940, as amended (the "1940
Act").  Defendants  and  Class Counsel believe that the proposed liquidation and
dissolution  of  the partnerships will satisfactorily resolve the issues the SEC
raised  concerning  the  possible  violation  of  the  1940  Act.